Termination of this Agreement in its Entirety Sample Clauses

Termination of this Agreement in its Entirety. This Agreement shall automatically terminate upon the effective date of the termination of the Manufacturing, Marketing and Sales Agreement. This Agreement may not be terminated independently from the Manufacturing, Marketing and Sales Agreement.
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Termination of this Agreement in its Entirety. In the event of a termination of this Agreement in its entirety for any reason, then, without limiting Section 10.7, the following terms and conditions shall apply as of the effective date of termination of this Agreement:
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Termination of this Agreement in its Entirety. If this Agreement is terminated in its entirety, (a) all rights (including all Options granted to BMS hereunder) and licenses granted herein shall terminate, (b) BMS shall, subject to Sections 9.11 and 14.6.2, cease any and all Development activities under this Agreement of all Resulting Compounds, in each case, solely with respect to Collaboration-Identified Indications, (c) all Pre-Option Campaigns and Collaboration Campaigns shall be deemed Excluded Campaigns and Section 2.13 shall apply to such Excluded Campaigns, (d) all Validated Targets, Unblinded Undruggable Targets and Collaboration Targets shall be deemed Excluded Targets and Section 2.13 shall apply to such Excluded Targets, and, if any such Excluded Target was an Unblinded Target, such Excluded Target shall be deemed a Reverted Optioned Target (if BMS had previously exercised its applicable Option with respect to such Excluded Target) or a Reverted Non-Optioned Target (if BMS had not previously exercised its applicable Option with respect to such Excluded Target), and (e) Section 11.6 shall apply.
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Termination of this Agreement in its Entirety. In the event that this Agreement is terminated in its entirety for any reason, then, subject to Section 15.6, the following terms shall apply: 15.4.1 All licenses and rights granted by I-Mab to AbbVie under Section 2.1 shall terminate. 15.4.2 All licenses and rights granted by AbbVie to I-Mab under Section 2.2 shall terminate. 15.4.3 AbbVie shall, upon termination of this Agreement, wind down its ongoing Development, regulatory or Commercialization activities under this Agreement in an orderly fashion, [Redacted]. 15.4.4 In the event that this Agreement is terminated in its entirety by I-Mab pursuant to Section 15.2.1, Section 15.2.3, Section 15.2.5 or Section 15.2.6, or by AbbVie pursuant to Section 15.2.2(a) or Section 15.2.2(b), with respect to each Terminated Product: (a) AbbVie shall, and hereby does effective as of the effective date of termination, grant I-Mab an exclusive, royalty-bearing license, with the right to grant multiple tiers of sublicenses, under the AbbVie Terminated Product Technology and the Product Trademarks applicable to such Terminated Product, to Exploit in the Terminated Territory such Terminated Product and any Permitted Modifications thereof; provided that: (i) the foregoing license shall, unless the Parties otherwise enter a separate agreement in writing, exclude any license or other rights with respect to any Other Active or Other Ingredient or any active ingredient or moiety that is contained in such Terminated Product but is not a Licensed Compound; (ii) I-Mab shall pay to AbbVie any applicable Reverse Royalty in accordance with Section 15.6 with respect to the Exploitation of the Terminated Products in the Terminated Territory; and (iii) with respect to each Third Party agreement for any AbbVie Terminated Product Technology, (A) I-Mab shall be responsible for (x) making any payments (including royalties, milestones and other amounts) payable by AbbVie to Third Parties under such Third Party agreement with respect to the applicable Terminated Product(s) of which AbbVie has notified I-Mab and that result from I-Mab’s practice of the license granted by AbbVie to I-Mab pursuant to this Section 15.4.4(a), by making such payments directly to AbbVie and, in each instance, I-Mab shall make the requisite payments to AbbVie and provide the necessary reporting information to AbbVie in sufficient time to enable AbbVie to comply with its obligations under such Third Party agreement, and (y) complying with any other obligations include...
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Related to Termination of this Agreement in its Entirety

  • Termination of this Agreement Prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation of any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or Washington authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (x) the Company to any Initial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (y) any Initial Purchaser to the Company, or (z) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

  • Termination in Connection with a Change in Control a. For purposes of this Agreement, a “Change in Control” means any of the following events:

  • Termination of Existing Agreement The Existing Agreement is hereby terminated and replaced and superseded by this Agreement, effective August 1, 2001. All payments, of Base Salary or otherwise, made by the Company under the Existing Agreement with respect to any period commencing on or after August 1, 2001 shall be credited against the corresponding payment obligations of the Company under this Agreement.

  • Severability of this Agreement If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

  • Termination of Agreement If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

  • Termination of Management Agreement Evidence of the termination of any and all management agreements affecting the Property, effective as of the Closing Date, and duly executed by Seller and the property manager.

  • ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS AGREEMENT This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment or in the event that the Investment Management Agreement between the Manager and the Fund shall have terminated for any reason; and this Agreement shall not be amended unless such amendment is approved at a meeting by the affirmative vote of a majority of the outstanding shares of the Fund, and by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Fund who are not interested persons of the Fund or of the Manager or the Portfolio Manager.

  • Termination in Connection with a Change of Control If during the two (2) year period that begins on the date that is one (1) year prior to a Change of Control and ends on that date which is one (1) year following a Change of Control, Conn’s (or its successor) terminates Executive’s employment other than for Cause or as a result of Executive’s death or Disability, or Executive voluntarily terminates his employment for Good Reason, Conn’s will pay the following amounts and provide the following benefits: (i) A lump-sum cash payment in an amount equal to three (3) times the Executive’s Base Salary, payable not later than ten (10) days following (A) Executive’s termination (if Executive’s employment terminates on or after the date of the Change of Control), or (B) the date of the Change of Control (if Executive’s employment terminates during the one-year period prior to the date of the Change of Control). Notwithstanding the provisions of Section 3(c)(i)(B), the amount payable to Executive under this Section 3(c)(i) shall be reduced by the payments, if any, received by Executive pursuant to Section 3(b)(i). (ii) During the eighteen (18) month period following such termination (the “Change of Control Severance Period”), Executive shall receive continued coverage under the Conn’s medical, dental, life, disability, and other employee welfare benefit plans in which senior executives of Conn’s are eligible to participate, to the extent Executive is eligible under the terms of such plans immediately prior to Executive’s termination. For purposes of clarity, during the term of this Agreement Conn’s shall provide Executive coverage under a major medical plan. Conn’s obligation to provide the foregoing benefits shall terminate upon Executive’s becoming eligible for comparable employee welfare benefits under a plan or arrangement provided by a new employer. Executive agrees to promptly notify Conn’s of any such employment and the material terms of any employee welfare benefits offered to Executive in connection with such employment. (iii) All awards held by Executive under the Conn’s Amended and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 Omnibus Incentive Plan shall immediately vest and, if applicable, continue to be exercisable during the Change of Control Severance Period as if Executive had remained an employee of Conn’s. The terms of this Section 3(c) are continuing in nature and shall survive until the one (1) year anniversary of the earlier of Executive’s termination of employment or termination of this Agreement.

  • Termination of Agreement for Cause 5.1.1. If A/E breaches any of the covenants or conditions of this AGREEMENT, COUNTY shall have the right to terminate this AGREEMENT upon ten (10) days written notice prior to the effective day of termination. 5.1.2. A/E shall have the opportunity to cure the alleged breach prior to termination. 5.1.3. In the event the alleged breach is not cured by A/E prior to termination, all work performed by A/E pursuant to this AGREEMENT, which work has been reduced to plans or other documents, shall be made available to COUNTY.

  • Involuntary Termination in Connection with a Change in Control Notwithstanding anything contained herein, in the event of an Involuntary Termination prior to a Change in Control, if the Involuntary Termination (1) was at the request of a third party who has taken steps reasonably calculated to effect such Change in Control or (2) otherwise arose in connection with or in anticipation of such Change in Control, then the Executive shall, in lieu of the payments described in Section 4 hereof, be entitled to the Post-Change in Control Severance Payment and the additional benefits described in this Section 5 as if such Involuntary Termination had occurred within two (2) years following the Change in Control. The amounts specified in Section 5 that are to be paid under this Section 5(h) shall be reduced by any amount previously paid under Section 4. The amounts to be paid under this Section 5(h) shall be paid within sixty (60) days after the Change in Control Date of such Change in Control.

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